Reign of the Sith
by Mad Man in the Flesh
Summary: The Sith Empire has stumbled across the planet of Remnant. A world with powers unlike any seen before in the galaxies. And they want to harness that power. How will the Kingdoms fare against a dominating Empire set to control them? Especially when they don't know they're on the planet. (Sith come from the Old Republic era. Read and Review.)
1. Chapter 1

**Hello everyone. Mad Man in the Flesh here once again with a new story! How busy I've been on this site in the past year really impresses me and all the reviews I've got make my day when I read them. So thank you for all the reviews.**

 **Now, I hope you enjoy this story and leave your thoughts in the review section. Enjoy!**

 **Disclaimer: I only own my OCs and the eventual plot. Star Wars belongs to Disney and RWBY belongs to RoosterTeeth.**

* * *

 _'What is wrong with this planet?'_ That was the first and foremost thought in the Sith Lord's mind as he stared down on the green and blue globe from aboard his Harrower Class Dreadnought, _Quantum._ On the left, he had two Terminus Class Destroyers in wait, the _Severance_ and _Phantom_ , while on his right was the _Bombardia_.

The probes he had sent down had been sending transmissions that resulted in the Sith Lord declaring that this was undoubtedly one of the most primitive planets he had ever seen. Slug based weaponry, inefficient armour and space exploration was non existent. The records the probes had sent him claimed that investigation on space had been halted for over one hundred years now. Maybe even more.

But then there was this odd thing know as Aura and with it, Dust and Semblances. It was some form of power that came from the soul and was meant to handle all external threats such as slugs, punches and even the elements. He wanted to see how this 'Aura' would hold up against a lightsaber and the Force. Following on from Aura were the Semblances. They were powers granted after training ones Aura and they could be unique to the person or hereditary through a family line. The Schnee's were apparently one of the latter with their Glyphs. But there were things such as Kinetic Absorption and Polarity. And finally, there was Dust. Apparently this planet's answer for everything. From powering the Atlesian Military fleet to being used in bullets to grant elemental effects. And the Schnee family apparently had a monoploy on the mineral, being one of the largest on the planet and had close ties with most of the military forces, especially Atlas.

How his Destroyers would cripple this planet.

But there was one more thing the Sith Lord had to take into account. The wildlife. Creatures of Grimm, as the planet knew them as. Ranging in shape and size, from avian based Grimm to land dwellers and the Sith Lord was more than positive there were aquatic Grimm in this planet's oceans. The Sith had tried to get all the information he could on these creatures and he was left disappointed. All the planet knew was they were almost as old as the people living on it, were attracted to negative energy and wanted nothing more than to reduce Humanity to nothing.

The Sith Lord cast his gaze to the planet once more before he turned on his heel to the holo-projector, his Admiral Marcus Flint, a gray haired and slightly wrinkled, but able bodied man, following close while the Head of Security, Diana Vox, a female with brown hair and mocha skin, followed closely behind the two, a data pad in her hand as she went over the information they had gathered on the planet. Pressing the activation button, the figures of three Corporals appeared in blue. Two were human, a male and female respectively, and the last was a female Lethan Twi'lek and was probably one of his more ruthless officers. He had found her after she had killed her previous three masters, one being a Darth. The Sith Lord was quick to make her an officer and she was soon rising up the ranks of the Imperial Navy.

"M'Lord." The three intoned, bowing slightly to the figure in black before standing at attention.

"At ease." The Sith said, and the three relaxed, clasping their hands behind their backs as their feet stood shoulder width apart. "I'm positive you have received the information our probes have sent back." The blue figures nodded in confirmation. "Good. Now then, we must plan our current resources. How long will our current food supply last?"

"From our current supplies, our food will be able to last for one year before we would need to restock and medical is in perfect condition with six months supply of bacta for the most severe cases while anti bionics and painkillers will last for two years." Diana said, getting sighs of relief from the officers.

"How are we for combat capability?" The Sith Lord asked.

"The Quantum is operating at optimal capacity. The reactor core is stable and the turbo lasers are fully charged and ready. All our fighters and transports are undamaged from the jump and space battle and we are still checking the armoury but I have been told we are perfectly fine." Marcus said, getting a nod from the Sith Lord.

"The Severance received minor damage in the reactor core which is being repaired as we speak but everything else is in perfect condition, m'lord." The male human said and the female took over.

"The Bombardia received damage from the battle and we've lost twenty men from a hull breach. The damage is confined to the hangar however and we've cleared the majority of debris but it will still take some time. Everything else is operating at full capacity."

"Very good. And how is the Phantom?"

"The Phantom is performing well, sir. Engineers are already working on restoring our hyperdrive and one of our engines are shut down for repair. Aside from that, we're still operational." The Twi'lek said and the Sith smiled minutely, glad the damage across his ships wasn't so severe.

"That is all good to hear. Now, where are my apprentices?" The Sith Lord questioned and the Twi'lek cleared her throat.

"They are all onboard the Phantom, sir. Medical has cleared them for field combat. And I believe they are testing out how capable they are with one another, sir." The Sith Lord gave a small chuckle. He was well aware his three apprentices were in a polygamous relationship with one another. They barely tried to hide it off the battlefield.

"When they are quite finished with their romp, please place them on a shuttle for the Quantum. I wish to speak with them directly." The Sith Lord said, getting a nod from the Twi'lek. "Anything else that needs to be discussed?"

"Permission to come aboard, sir?" A new voice said and the three turned to face the bridge were an officer was standing with a holopad firmly held in the crook of his armpit.

"Permission granted." The Sith said, wondering why an officer was interrupting such an important meeting.

"Thank you, sir." The man said, grabbing the holopad and marching up to the projector. "New information was sent from the probes. They have found two things. Firstly is the other race that occupies the planet. The natives know them as the Faunus." The officer pressed a few buttons as a female face was projected with one difference. She had two long ears protruding from her head. "They apparently have animalistic traits. Some are obvious like a tail or ears, while other are more subtle like claws or teeth. But they all commonly possess a better sense of smell, eyes designed to see in the dark and more strength than a human without Aura." The Sith Lord's eyes narrowed as he took in the information. "Following this, they seem to be an oppressed race, with a terrorist group known as the 'White Fang' fighting to achieve equal rights."

"And what is the second pieces of news?" Marcus asked, looking impressed with the officer.

"That would be the planet's language. Orally, there is not much difference between us but it's known as English. But in literacy terms, their letters are different than Aurekbesh." He said, bringing up twenty six letters that seemed to make up their language. "They know it as the alphabet. Derived from the first two letters which one stood for alpha and beta. And with this comes a range of punctuation." The officer said and the high ranks gave an understanding nod.

"What is your name and rank?" The Sith asked, his eyes never leaving the holograms.

"Lieutenant Felix Jaicen, sir." The man replied, saluting the Sith.

"Consider yourself promoted to Captain then. Your task is to now work on gaining access to their military communications. Grab your best slicers to do this job efficiently. I don't want any mistakes, Captain Jaicen." The man looked stunned at the sudden promotion before he saluted once again, said 'Sir! and returned to his station, talking to three people along the way.

"That was very generous." Marcus commented, looking at the black clad Sith Lord.

"Was it? I thought he deserved it. He came in and gave precise and valuable information that we can use and gave it short enough that we were able to understand it quickly. A rare trait to find these days.' The Sith said as he looked at his officers. "I believe we are done. I shall call you again once I have spoken with my apprentices to go over our strategy." The three holograms saluted the Sith before they winked out of existence. "Keep monitoring the planet below. I want any new information to be added to our archives and to my data pad as we get it. Someone begin mapping the stars in this sector to get star charts available for the Empire. I shall be in my chamber. And also, do we have a name for this planet?"

"Of course, sir. And the natives seem to call this planet Remnant." Marcus said just as the doors closed behind the Sith. "You have your orders." Marcus said once the Sith left as life came back to the ship as he took the helm with Diana beside him. This was going to be a great chapter in the history of the Sith Empire.

* * *

The Sith Lord walked through the Quantum's halls, soldiers, droids and technicians alike moving out of his path and giving him salutes as he passed. He barely paid them any mind as he swept through the halls in his combat attire and soon he had arrived at his personal chamber and stepped in. Breathing a sigh, he pushed the black hood to reveal an obsidian black helmet with archaic Sith enchantments on it to improve his Force prowess and combat ability. This was where the Jedi fell behind and why the Sith would win. They were not willing to push the boundaries of the Force and discover what was possible.

Disengaging the locks, the Sith Lord pulled off the helmet to show a man with tanned skin and black hair with long bands that framed the sickly yellow eyes all Sith possessed. He gently placed the mask on his bed before striding to the centre of the room and kneeling down on his right knee and delved into the Force to contact the Dark Council. Within moments, he felt the connection and bowed his head as the floor changed from Durasteel to an obsidian rock.

"Darth Phoenix. What is it you wish to report?" An old voice said and Darth Phoenix raised his head to take in the thirteen men and women who made up the Council of the Sith.

"My lords and ladies. I come with a report on an uncharted star system with great strategic advantage to the Empire." Phoenix knew his words struck a cord with those listening as he heard them shuffling in their chairs. "This inhabitants of this planet seems to have some innate Force ability that they call Aura. To them it is a personnel shield, generated from the power of their soul and with this comes a Semblance. A power derived from this Aura. It can either be hereditary through a family line or unique to one person. If we can figure out how to use this Aura on our troops, then we will gain a significant advantage over the Republic. There is also a natural mineral found on this planet that can harness the elements to be used in attack or defense and is part of their everyday life. We would be able to alter how we fight and keep the Republic guessing." Phoenix could see the Dark Lords contemplating this idea from where he was kneeling and they all looked very impressed with the idea.

"Very well, Darth Phoenix. This shall be your undertaking. You will use the planet for resources along with your own until you have given results. No reinforcements will be sent to your aid as well. We don't won't our enemies gaining this information." One of the Council said and Phoenix bowed his head as the Force rippled. "Good luck in your endeavor, Darth Phoenix." And with that, the Council Chamber faded to black and the Durasteel floor returned to the Dark Lord's vision. Along with a rather enticing figure on his bed, looking over his mask in her mocha fingers.

"What did you tell the Dark Council?" Diana asked, placing the helmet on an armour stand beside his bed.

"Just what we know so far. They have ordered us to find out how this Aura works and see if we can implement it for our uses." Darth Phoenix said, taking in the woman's form as she shifted on the bed. He could always remember why he liked her. "We will be receiving no reinforcements or supplies while here so we will have to make use of what we have or take food from the planet below. Also, no communications are to be made back to Command. We are essentially dark from here on out." Phoenix said, sitting on the edge of the bed and staring intently at the Head of Security. "I expect this will cause a right noise during the strategy meeting." He heard the small giggle the woman behind him gave and the shifting of the bed as she moved closer, wrapping her arms around the Sith Lord's shoulders. Diana placed her lips at the corner of his mouth before pulling back, resting her head on his shoulder.

"So, what is our strategy?" She asked, staring at her Lord with curiosity.

"I don't think we need to worry about that now." Phoenix said, as he swiftly pinned the woman to the bed. "I believe there are other matters to take care off." He smiled down at the woman before his lips claimed hers in a rough kiss. The Sith believed in passion after all.

* * *

It was two hours later that Darth Phoenix found himself back at the holo projector with his Admiral, Head of Security and the newly appointed Captain Jaicen while the officers of the other three ships stood around the table in their blue holographic forms. All of them waiting for the Sith Lord's apprentices to arrive on the bridge, causing all the officers working on the terminals to endure pure silence as the tension increased. The tension was broken a few seconds later as the durasteel blast doors slid open and in walked three human teenage girls.

The first was around eighteen years old with short cut, blue hair and a heart shaped face and slightly tanned skin. Part of her hair fell in front of her left eye but everyone knew that the yellow eyes of the Sith lay beneath the hair, mirrored by her right. She was dressed in black robes that trailed to the floor and pooled around her ankles and was held close to her body by a black leather belt around her waist and left shoulder. From her right hip and left shoulder, an obsidian black spike could be seen along with the barest hint of silver.

The next was a long haired red head with pale skin that caused the yellow eyes to stand out. Her outfit seemed more combat orientated, with tight fitting clothing in black with red accents on her sleeves, her arms were covered in light durasteel armour as were her shins while two leather belts lay around her waist, crisscrossing below her stomach and on it lay a variety of pouches while her lightsaber lay on her left hip with a black diamond pommel.

The last was a blonde haired girl, the smallest of the three at five foot five with bronzed skin. And also the youngest by a few months. She was outfitted in black robes much like the bluenette but she had armour on her arms and shins and armoured gloves and along with her lightsaber hanging off her left hip, a blaster pistol hung from her left.

"Welcome, my apprentices." Darth Phoenix said, bowing his head slightly to show he recognised their presence. "How are you wounds?"  
"They are much better, Master." The bluenette said, smirking slightly at her fellow apprentices. "I'm already feeling much better."  
"That is good to hear, Tiana. For I have a mission for you three." The Dark Lord said and he brought up a holo image of Remnant. "I'm sure the majority of people have read the information we have gathered on this planet, Remnant. Two native species, Humans and Faunus, humans with animal appendages. All have the potential to unlock something known as Aura. A weaker version of the Force in many aspects but acts as an energy field to protect them from harm. And in cases, a Semblance forms which is a personal power each inhabitant with their Aura unlocked can achieve." The Sith stopped here as he looked around the projector to take in his officers looks. "The Dark Council have told me to see if we can harness this power for ourselves and if we can use it to fight the Republic. Until a time comes when we can confirm or deny this, we are dark. We are no longer part of the Sith Empire and so we will not be getting reinforcements or supplies."  
"What is our plan, master?" The red head asked and Phoenix smiled behind his mask.  
"The plan is simple. Infiltration. Then subjugate. Captain, bring up Atlas Military, Schnee Dust Company, Beacon Academy and the White Fang." The captain nodded firmly as he brought up four major powers of this world. Zarath, you, Tiana and Sira shall be infiltrating Beacon as three new students. For this to work, you will have to leave your lightsabers here and craft your own weapons and choose among yourself a branch of the Force you will employ as your Semblance. You three will gain the trust of Beacon and learn its structure inside and out. Every secret must be ours while you undermine everything for our takeover." He looked to his three apprentices who nodded in acceptance of the plan.

"Marcus, you will be going to Atlas. Either a position within the SDC or Atlas Military. Your job will be the same. Every secret they have. Prototype weapons and their locations. Major Dust mines. I will want everything. And together, you will all be looking out for these Semblances and Aura. See if we can use it and I will test it up here with one of our prisoners before implementing it on you. Understood?" He was meet with a chorus of 'Yes sir!' and 'Master.'

"What about the White Fang?" Diana asked, bringing forth the final topic.

"That shall be my own personal undertaking. We cannot allow this group to operate. At least, not under someone else's control. I shall be ripping the Fang down and rebuilding it from the ground up when the term for Beacon starts in a month. If everything goes smoothly, the take over of Remnant will be even easier than it is now. Any questions?" When no one raised their voices, the dark lord nodded before looking at the newly appointed captain. "We will require five fake identities to move about Remnant freely and fake history. For my apprentices, fake transcripts will be needed to secure their place at Beacon. We will also need funding for this all. Hack into the SDC and Atlas for that."  
"Of course, sir. We have already secured the funds and have the basis of fake identities made for yourself and Admiral Flint along with your apprentices. I have also been told of possible landing sites hidden from view if we ever need to land the fleet, sir."  
"Send the information to my holopad. Everyone is dismissed to begin their duties." Phoenix said and promptly turned off the holo projector as everyone went about there business. The next month was going to be hectic. And Darth Phoenix was looking forward to it all.

* * *

"I can't believe my sister's going to Beacon with me!" An excited blonde shouted as she hugged a smaller black haired girl tightly. "This is going to be great!"  
"Please stop." The smaller girl groaned out and the blonde broke the hug, looking at her sister with glee.

"Everyone's going to think your the bees knees!" The blonde said and Tiana decided to stop listening in on the conversation here. What they were talking about didn't seem to be of any importance. Giving a sigh, Tiana sunk deeper in her chair as she looked around the ship and took in all the students for this academy. To her, none of them seemed to be any threat and were all just pretending to be warriors. They weren't raised fighting for survival everyday. Their Aura healed even bones within hours and so never had to deal with the full pain off fighting hindered. They would never know how a Sith was trained to fight. Tiana was pretty sure that half her nerve endings were completely dead from the amount of Force Lightning that had coursed through her body as an Initiate. And she would never regret it for the power she had gained after. Soldiers and Jedi alike had fallen to her blade in hordes in the five years she had been an apprentice under her Master and to compare him to her, he was an enraged Rancor closing in on wounded prey. No chance of survival.

Looking down to her lap, she was annoyed with the mission. As she and her fellow apprentices had to blend in, they had to create new weapons that would fit in with this planet's design and so a lightsaber was not allowed. She had gone for two single bladed swords, reminiscent of a vibroblade in design and could connect at the hilt to form a double bladed staff. A weapon she knew she could use with ease and great effect, especially with her 'Semblance' of telekinesis. She had chosen the most natural path the Force provided of manipulating her environment to her use. She just wished she could use the rest of the Force as well. It would make everything so much easier.

"Are you feeling okay?" A voice asked to her left and she spotted a dark red haired teen in bronze armour and carrying a shield and spear combo. Her yellow eyes narrowed slightly taking in the weapons and armour. This one might be a spot above the rest in skill.

"Yeah, I'm fine." Tiana said, smiling slightly to the girl. "Just feeling a tad nervous. That's all." Truthfully, Tiana wasn't even close to nervous. Wanting to kill everyone on this ship, much closer."  
"I can understand that. I'm quite nervous myself." The red head said and looking at the girl and feeling through the Force, she could tell there was nervousness there but for other reasons than proving herself.  
"I'm Tiana. Tiana Nox. Nice to meet you." Tiana said, being civil with the girl.

"Pyhrra Nikos. Pleasure to meet you, Tiana. So, what do you think of everyone?" Tiana looked out among the sea of students that were in the ship and heading towards the doors to leave.

 _'I think they are all a bunch of weak, cowards who won't do what needs to be done and I would kill them all in a minute._ That is what Tiana thought of everyone of the ship, even Pyrrha despite her obvious fame. What came out of her mouth was slightly different.

"Well, I think their skilled but until I see them in action, I can't make an accurate judgement." Tiana said, smiling slightly to the red head that was returned.

"True. Hopefully the fights will be interesting." Pyrrha said as the two headed towards an auditorium where a speech was going to be made.

"Well, if it isn't the blue bitch." A voice said from behind the two and Tiana stopped to stare at the blonde haired form of Sira who was in a casual leather jacket and jeans with a white top while twin pistols that could shift into daggers hung from her waist. She was looking at Tiana with a smug smirk on her face with her arms crossed under her bust.

"If it isn't the bimbo." Tiana bit back scathingly before genuine smiles emerged on their face as they laughed and scooped each other up in a hug. "How are you, Sira?"  
"I'm good. Zarath is fine as well and is saving us a spot in the auditorium." Sira said before taking in the confused form of Pyrrha. "Already seduced another woman, Tiana. Zarath and I not good enough for you?" She asked teasingly and watched with pleasure as the red heads face turned as red as her hair.  
"No, this is Pyrrha Nikos. I meet her on my airship. Also, I'm gay. Not a problem, is it?" Tiana asked bluntly and Pyrrha felt self conscious as yellow eyes raked across her body.

"Not at all. I just wasn't expecting it to be revealed so bluntly." Pyrrha said, her face still a blazing red. The two girls could only giggle in response at the champion's reaction.

"Sorry, it's not like we really try to hide it. We don't care what people think about us. If they want to, then we'll gladly kick their asses into the ground." Sira said, directing the other two towards the auditorium where Zarath was waiting in the back in a black catsuit that was drawing looks of lust from the boys and some girls and on her wiast was a metre long sword while two red gauntlets lay on her arms.

"Hey, Tiana." Zarath said, giving the bluenette a smile before looking at Pyrrha. "Moving on from us so quickly?" The red head teased and the champion's face flushed again.

"Sira already made that joke earlier." Tiana said as she leaned beside the smaller girl, the robes she was wearing pooling onto the ground slightly. Zarath cursed and glared at the blonde good naturely before all three Apprentices watched Pyrrha track a blonde haired boy further into the crowd with a slight blush on her cheeks. "Damn, here I was thinking of asking you to join us. Treat blondie well." Zarath teased the warrior and all three laughed when Pyrrha started sputtering out how that wasn't what was the look meant and the apprentices didn't believe her. But they did quiet down when Ozpin came to the microphone. Now all they had to do was pass Initiation and they would complete the first step in their Master's plan.

* * *

"Marcus Flint." Winter Schnee said, looking at the file she had been given by the man two days ago. When he first walked in the office for his interview, she was honestly surprised by the way the man held himself. Straight posture, eyes front and his suit was immaculate. He walked with authority and the way he looked at her, Winter had to remind herself that she was the one in charge of this meeting and not him. For a fifty eight year old man, he blew men and women thirty years his juniors out of the water in fitness. His hand to hand combat was excellent as was his swordplay, putting most of Winter's old instructors and her current sparring partners through the ringer. And then there was his mind.

Every security employee had to go through multiple simulations against an AI of Schnee and Atlas design of various situations, ranging from a bomb squad to hostage situations to even ambushes. The last person to go through the simulations was Winter herself and she had scored a pass rate of ninety percent on them, failing only two missions and losing eleven soldiers. An acceptable score for a Schnee. Until Marcus had gotten ninety eight percent. He successfully passed every situation put in front of him and lost seven soldiers.

Winter was wondering why such a man was applying for a security role in her father's business. He could very easily get a high position within the Atlesian Military, maybe even a General. She really couldn't let a man like this waste his abilites in her namesake's company. Grabbing her scroll, she brought up Ironwood, ready to make a speech to get the man inducted into the Military.

On the second ring, Ironwood picked up.

"Winter, what seems to be the issue?"  
"Nothing major sir. But I seem to have found an amazing candidate for the Atlesian Military. For some reason he decided to apply for security at the the Headquarters of the Schnee Company. I'm sending you his file." The line was quite for a moment as Ironwood read through the file on his terminal, looking at his stats and combat abilities and was very impressed. "What do you think, sir?" Winter asked, sensing Ironwood's approval and overjoyed she wouldn't have to make a speech.

"Get in contact with Mr. Flint. Tell him that I want to meet with him this time in two days at Fort Kos. And please accompany him." Ironwood ordered and Winter nodded.  
"Of course, General." Winter said before the call ceased and Winter began to phone the man of the hour. The first ring had barely passed when the call was answered.

"Hello?" Marcus' deep and powerful voice called across the line.

"Marcus Flint. This is Winter Schnee."  
"How may I help you?" Marcus asked and Winter could faintly hear the man shift in whatever position he was in.

"I was just calling to tell you that General James Ironwood would like to meet with you in two days time at Fort Kos at three o'clock. I shall also be accompanying you in your meeting." Winter said and she heard Marcus 'hmm' in thought.

"Where shall I meet you before going to Fort Kos?" Winter smiled as the man accepted the invitation.

"Meet me at Atlas' central air port at one o'clock in two days time. I shall be waiting for you along with an armed guard of Atlesian soldiers to take you to Fort Kos."  
"Thank you, Miss Schnee. I shall see you then." Marcus said politely.

"Until then, Mr. Flint." Winter said and hung up, a smile on her face as she moved onto the rest of the paperwork she had to complete. Marcus had a smile on his face as he sent a message to the Quantum.

 _'Meeting with General James Ironwood and Winter Schnee in two days at Fort Kos. Phase one of infiltration complete.'_ Marcus didn't get a reply back from the ship but he knew the Sith Lord on getting the message was radiating approval. The plan was going perfectly.

* * *

Darth Phoenix smiled as he recieved Marcus' message from the Quantum. His apprentices were currently in Beacon, waiting for their Initiation to take place and Marcus had earned the respect of Winter Schnee and garnered the attention of James Ironwood. He had no doubt that his Admiral would get inducted into the military in a position of influence. It was after all his job for the last ten years in the Imperial Navy, all he was trading was advanced technology. Really, he was the one with the hard job. Tracking down White Fang cells across Vale.

The Fang may have believed themselves to be Masters of guerrilla warfare but they were just children playing an adult's game. Already the Sith could see obvious signs of where a large group of people had passed through. Broken branches, trampled ground, broken sticks. It all spoke of a large group moving a vast amount of equipment in the area. And the Sith Lord could track them either through their own mistakes or even the Force. He could even feel the energy of these so called Grimm and with a mental command, had a kill count of fifty by crushing the creature's windpipes. But it was not the battle that Phoenix wanted. He wanted to fight something living. And these Faunus were going to give him that fight.

He walked through the forest for ten more minutes before finally spotting the campfire the White Fang were using as a base. Base was actually a strong word. It looked more like a slum with pitched tents for living. Even as a fighting force, they had very little weapons, only some having rifles while the rest were equipped with a blade of some kind. His intelligence overestimated how prepared this revolutionary group truly was. Stepping out of the tree line, two Faunus guarding the north entrance quickly trained their rifles on him. All Phoenix had to do was give a mental command and the two were on the ground unconscious.

The Sith Lord progressed through the camp like this, knocking out every Faunus that tried to stop him with the Force and creating a stir in the camp as news spread of his arrival. Reaching the centre of the camp, the Sith was greeted by a mass of fifty various Faunus and most likely this group's leader. A tall, lithe cat Faunus with white hair, amber eyes and a cat tail.

For a while, the two just stood there. Staring at one another and silently daring the other to make a move.

"Who are you, human?" The Faunus spoke first, spitting out 'human' like a derogatory term.

"I simply came to make an offer to the White Fang. An offer that will improve your standing within society without fear." Darth Phoenix said, spreading his arms wide in a warm gesture of faith. "My organisation can put you on equal footing with the Kingdoms."  
"Like we'd listen to what another human would say!" One of the members shouted out near the leader. A dog Faunas. "We're already doing what the flame bitch wants! We're not doing anything for another!" Phoenix's eyes narrowed behind his mask, taking in the information. A human was controlling the White Fang. Interesting.

"Are you sure you aren't her bitch? You're doing what she wants, aren't you?" Phoenix asked innocently and the dog snarled in rage and before the cat woman could cry out a warning, the dog had pounced, drawing a two metre sword from over his shoulder. Phoenix smiled behind his mask at the turn of events as a lightsaber snapped into his right hand and thumbing the activation switch, an orange blade of plasma sprang to life. Swiping the blade upwards, the lightsaber met no resistance in cutting through the metal sword and even less when he spun behind the Faunus and delivered a slash to his waist. The Faunus stopped for a moment as it took in the smell of its own burning flesh before the torso tumbled forward and separated from it legs and fell to the floor with a dull 'thump'.

The Faunus had fallen silent on seeing the ease the attacker had dispatched one of their kind, the only sound in the clearing being the constant hum of the lightsaber.

"Now, this is exactly the thing I wanted to avoid. I need every able bodied person to make this work. And I can't do that when you are all packing such inefficient weapons." Phoenix said and the cat Faunus looked curious at his words.

"We've got the latest technology that all the kingdoms have to offer." The white haired woman said, causing the Sith to laugh uproariously.

"You've got the dregs. You are under equipped, untrained and have poor equipment. Now, what would you do if I said that in Vacuo and Vale, the White Fang have warehouses filled with equipment, more than enough to properly arm everyone and train them?"

"You're lying." Another cat woman shouted but was soon silenced by the hologram that had appeared in the Sith's hands, showing multiple Faunus of the White Fang walking around while shipments of Dust and weapons poured in along with old models of Atlesian Knights.

"You've been betrayed by you're own kind. Your leaders thought it wise not to inform you of how well the White Fang is. And that's because your leaders don't care about your plight. You are simply a means to an end. A distraction for the bigger cause. Where your glorious revolution will fail!" Phoenix could tell he was getting through to the Faunus in the camp as the majority started muttering to each other. "Even Adam Taurus has bent the knee and has become subservient to this human. Is that a man you want to follow? Someone who breaks his morals so easily?" The Faunus roared in outrage at their leaders action. "He has spat on your cause! The lives of those lost mean nothing now! Are you going to let that occur once more?" They White Fang roared in agreement with the Sith's words. How easy they were to manipulate. "If you wish to be remembered in glory, then join me! Join me in achieving your equality! Join me to secure your freedom from your oppressors! Join me if you want to survive!" The Faunus all roared, even the leader of the group, raising their weapons in the air and some letting off some rounds into the air.

"Are you willing to follow me?" Phoenix asked and got another roar of approval. "Then arm yourself!" He shouted and pressed a button on his wrist calling the five transport shuttles that were waiting with Sith Warriors and Stormtroopers to him. "Show me your resolve to your cause!" Phoenix spoke as the five ships landed and men and women in black armour walked out, weapon and ammo caches floating between them. Then the five Sith Warriors walked out dragging between them two prisoners from the Qunatum. A human male and female. Both gagged and bound in chains. "These two wish to see the end of our cause. Shall we show them what happens to our opponents?" The Faunus roared in approval as the Sith Warriors brought the male over.

"Now, does anyone know how to unlock Aura?" Silence met the Sith's words. "The wepons you old are new and while they work well against Grimm, we have not tested it against beings who can use Aura. This two will be that test." Silence still met his words beofre the white haired cat Faunus moved forward and stood before the male and placed a hand on his temple.

" _For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all. Infinite in distance and unbound by death, I release your soul, and by my shoulder, protect thee._ " The Sith troops watched as the Faunus glowed bright yellow and their prisoner glowed a poisonous green as his Aura was unlocked. It was nice to know that people who weren't natives could have their Aura unlocked.

"Good. Shot him once." Phoenix ordered the Stormtrooper next to him, who shot the Republic prisoner on his knee. The green flash his Aura appeared but the man still cried out in pain as the plasma bolt created a large bruise. "Again." The Sith intoned and the Stormtrooper shot the man five more times before the plasma bolt went straight through the man's chest and into the ground. "Six shots. Now, unlock hers for me shall you." The women started struggling in her bounds before three Sith Warriors held her down and her Aura was unlocked in a flash of sea blue. "Thank you." The Sith said, before he raised his hand and the women rose of the floor, the bindings falling off her body as he raised his lightsaber in front of him.

And pulled.

The woman flew towards the lightsaber and was swiftly impaled on it, her Aura barely shielding her from the plasma blade as it gouged her heart in two. Phoenix watched as the life left her eyes before thumbing the switch, killing the lightsaber and the body dropped listlessly to the ground.  
"As you can see, our weapons are powerful. And they are yours to use. All we ask is that you become our allies. And together we will oust those who have oppressed us all! Together, we shall rebuild the government so no one is judged! We will rebuild the world in our image! But do you stand with me!" The Faunus all roared their approval once again. "Do you stand with me!" The roar was even louder, rivaling that of a Rancor. "Then takes up arms to fight against your oppressors. And welcome to the Sith Empire!" Darh Phoenix finished and everyone in the clearing roared their approval at the words, the once dead forest now filled with noise as the ex White Fang got to work in arming themselves while the Stormtroopers began to train them in the use of the rifles. No need for one to blow up from idiocy.

Behind his mask, Phoenix smiled as he took in the life that had now permetrated the camp beofre he turned to face the leader of this cell who was walking towards him with a sway in her hips that the Sith appreciated.

"And what is your name?" Phoenix asked, looking away from the woman as she stepped up to his left.

"Aqua Kelly. Former Huntress and lieutenant of the White Fang. And you are?"  
"Darth Phoenix of the Sith Empire. These are the Sith Warrior." He said, indicating the people who were standing to the edge of the camp. "And the ones in black armour are Stormtroopers. Soldiers of the Imperial Navy. Which you are now apart of." Phoenix said as he made his way to the command tent set up in the middle with the Faunus following him like a lost animal. It was cute in a way. "Now, we are going to begin our plans of ripping down the White Fang and rebuilding it. And we're going to start with the cells in Vacuo and work our way to Vale, acquiring resources along the way. Are you ready to take the fight to your former brethren?"  
"Yes sir." Aqua said, her eyes glinting with determination.

"Good, we camp here for the night and leave at twenty hundred hours tomorrow. Inform your men, Captain Kelly. And welcome to the glory of the Sith Empire."

* * *

 **So, there we have it. A completely new story! Please don't kill me. I hit a small block with my other stories and while the chapters are progressing, couldn't get past a certain point with this idea in my head. So hopefully the ideas for the rest will start flowing.**

 **Anyway, let me know what you think either by reviews or PM me and if you have any constructive criticism for me then I'd be more than happy to here it.**

 **Mad Man in the Flesh out!**


	2. Chapter 2

**Welcome everyone to chapter 2 of 'The Reign of the Sith'. I hope everyone enjoys and leave some reviews or PM me. And thank you to everyone who already reviewed and favourited or followed this story.**

 **Anyway, enjoy.**

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 **Disclaimer: I don't own Star Wars or RWBY. They are owned by Disney and Roosterteeth respectively.**

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Fort Kos. An architectural achievement of the Atlesian Military. It was a structure built twenty floors into the sky in an octagon with watch towers spanning the edge at every corner of the structure and even along the walls to provide a full three hundred and sixty degree view of the prison from every angle. 7.62 mounted miniguns sat proudly at the cardinal entrances in sets of eight and were scanning the skies for any airborne Grimm or any rescue attempts from any full hardy person. Fort Kos was definitely one of Atlas' crowning jewels in its military. Especially with the fact it was one of the few areas completely devoid of land based Grimm. The sea Grimm didn't even bother trying to breach the island due to the three hundred metre tall cliff they would have to scale just to reach the landing platforms for the transport ships. Fort Kos was a prison fortress. And waiting for the approaching Bullhead was General James Ironwood.

He was in his traditional military uniform, the white suit freshly pressed and a few medals hung from his right brest while he and six Atlesian soldiers stood slightly behind him as the bullhead got closer and the soldiers swiftly snapped to attention at a hand gesture and formed a line for the visitors they were receiving from the mainland. And once the Bullhead landed Winter Schnee and Marcus Flint stepped out onto Fort Kos.

"Mr. Flint. I'm so glad you could make it." James Ironwood said from the landing pad as the elder man walked towards him in a clean pressed grey suit, forgoing a tie. With a straight back and head held high, Marcus Flint was the picture of discipline and grace.

"Thank you for having me, General Ironwood." Marcus replied, offering his right for a hand shake which the General took, exchanging a firm handshake between them.

"I hope the trip was enjoyable?" Ironwood said as he, Winter and Marcus walked towards the facility that was Fort Kos. A one hundred foot square mile island off the coast of Atlas, closer to Menagerie than Atlas really but still in their jurisdiction. The facility was state of the art, with the new Atlesian Knights guarding the entrance and multiple turrets lined the walkways and towers. Everything about the Fort spoke of security, from its two hundred metre high walls topped with barbed wire to the guards in the catwalks and sniper towers and to the sea surrounding the small island with the only landmass three hundred miles away to the south.

"The trip was an enjoyable affair. Miss Schnee is a very intellectual woman and I enjoyed the conversation we had. I would be pleased to be in her presence any time in the future." He gave the specialist in question a grandfatherly smile that was returned, Winter feeling more warmth from that smile than all the smiles from her father combined. "Although, the cabin was a little cold, I'm still unused to the cold of Atlas it seems." Marcus chuckled.

"Oh, not a native?" Ironwood questioned as they walked into the Fort and instantly noticed as Marcus' eyes started to scan all around the hallway, taking in the android positions, hallway junctions and turret placement. Ironwood gave a smile as he faced forward again. Marcus would be perfect.

"Oh no. I was born in Vacuo. I was always more acclimatised to the heat. But the cold is a welcome relief to feel. As is snow." Marcus said, noting all the defensive emplacements and the droids scattered around the corridors.

"Any children?" Winter asked in curiosity.

"No, my wife and I were unable and we didn't want to adopt. She unfortunately died a few years ago in a car crash with my sister in law and brother but I do have three... nieces, you could say, who are taking their Initiation for Beacon today." Marcus said.

"They didn't want to go to Shade or even Atlas Academy?" Ironwood asked.

"No, it was their choice. They claimed it was to be more independent. Truthfully, I think they just wanted to get away from me and their teacher." Marcus joked.

"They aren't related?" Ironwood asked.  
"No, I was good friends with their teacher and whenever he had to go on a mission that he couldn't take them on, he usually dropped them at my door. Good kids, all three of them, if a little noisy. But what teenagers aren't?"  
"And their teacher?" Winter asked.

"He's been out of contact for over a month now. Truthfully, I'm assuming the worst in these circumstances until proven wrong." Marcus said, his brow furrowing in worry over his friend. "He's strong but even the strong can fall given time." Winter and James shared a glance at this before moving on. Neither one wanting to sour his mood. "So, why did you wish to bring me here, General?"  
"A test of sorts. Winter gave me your stats from the application for the SDC position. While impressive, I wish to see the results myself." Ironwood said, as he directed the small group into the control room. "Today is the test for the new recruits at this station to see how they handle under pressure. You shall be their commanding officer." Ironwood said and passed Marcus an earpiece as he brought up a file of twenty different soldiers, ranging from human and Faunas, men and women. "They are currently awaiting your orders out on the south landing pad. We're having a 'hostile' incursion where the guards are incapacitated and the prisoners have control of the ship. Your job is to get those men and women to regain control of the situation. Take note that they are equipped with rubber bullets as are the turrets along the outside." Marcus eyes narrowed at the task. While not challenging to him in the slightest, it could very well spiral out of control with the new recruits not overly used to this type of situation.

Moving to the controls, Marcus tapped a few buttons and a camera feed appeared on the screen, showing the south landing platform and four squads of five stationed around it. Marcus tapped a few more buttons and Ironwood and Winter watched as the outline of four people lit up in green on the screen.

"Attention. This is Marcus Flint and I shall be your commanding officer for this event. Now, I've highlighted a scroll signatures in each squad. That person is the commanding officer for that squad. They will rely orders to you from me and I expect you to follow them. If the situation spirals out of control and I am unable to contact you, the squad leaders are in charge in a hierarchy. Now, can the squad leader raise their hand so the squads know who they'll be following." Marcus commanded and a second later four hands were raised and promptly dropped. "Good, now squads, look to your scrolls. Whoever's scrolls are flashing green are Alpha. Raise your hand." It was the squad closest to the end of the landing pad and it was being led by a woman with a grey wolf tail. "Private Amethyst Drake is second in command after myself. If I cannot get orders to you, she will take command. Understand?"  
"Yes sir!" All twenty answered and both Ironwood and Winter were surprised that no one spoke out against a Faunas leading.

"Good, now squad Beta, your scrolls shall be flashing blue. Private Jason Mist is the next in command. Charlie squad, your scroll is flashing red, and you are being lead by Anne Cadium. You are after Private Mist in command. And finally, Delta squad, your scrolls are flashing yellow and will be lead by Daniel Umbar. Now, onto why you are assembled today. A prison ship is to be scheduled to land in five minutes with a high priority target. We have not got confirmation they are approaching. We are unable to tell if their transmitter is having technical issues or is something bad has happened to the crew. Therefore, we are assuming the worst case scenario in that the crew have lost control of the ship to the prisoners. You shall be dealing with whatever comes out with extreme caution as they may be wearing Atlas uniforms to trick us. You are not to let anyone enter until we have confirmation of everyone. Am I clear?" Winter was staring at the elderly man in awe at how quickly he was able to organise the squads and their leaders and the clear orders he had just given. Ironwood nodded approvingly at the man's actions in the formation of clear leadership.

"Alpha squad, you shall be meeting the group that disembark but stay behind the barriers incase events go hot. Bravo and Charlie, you shall be to the left and right of Alpha squad and two rows back to provide cover for them if things turn hot. Delta squad, you shall wait by the door and open it when all squads are behind the last barrier line. More orders will be given as events progress." Marcus ordered and brought up the camera system around the perimeter of the south landing pad. When something caught his eye in the distance. It was a ship that was being followed by three others, and it seemed to be on fire.

"We have a problem." Marcus said and brought the camera footage on the big screen and Ironwood and Winter felt their eyes widen as they took in the practice ship that was moving in erratic patterns to avoid the gunfire of the three ships but ultimately failing.

"Shit." Ironwood said before slamming a red button on the control panel that started a klaxon in the fort. "All personnel, we have three unidentified aircraft approaching Fort Kos with one of our own under fire. Lock down the prisoners and take defensive positions. Schnee, you hold done the control room." Winter nodded as she drew her sword and then looked at the camera of the south landing pad as the recruits were taking up defensive positions through the barriers.

"I shall be in the control room working the turrets. I will expect you to move on my orders." Marcus said, pushing a few buttons that started the process in four of the eight turrets to replace the ammunition with live rounds. "Concentrate your fire on the joints. Knees, elbows, hips. Despite the fact you aren't using live ammo, the force of the round will still be the same and produce different results but it will incapacitate your enemy."

"Marcus, what are you doing?" Winter asked and the man looked at her from the corner of his eye before returning to the screen.

"I am forming a defensive line, Miss Schnee. They are still being tested under pressure, the only change is the situation is now a live fire exercise." Marcus said as he brought up the four turret cameras that were load with rubber bullets and swiveled the guns to get a feel for the system. It was then that the prison Bullhead they were using as the transport collided into the landing pad, its metal hull screeching across the concrete before falling to the waves below as three more ships began their descent, each bearing the sigil of the White Fang. "All guns, prepare for contact." Marcus ordered as the barrels slowly whirred to life. The Bullhead doors opened and the White Fang stepped onto Fort Kos. "Fire!" Marcus ordered as he opened up with the turrets that unleashed a hail of rubber on the unsuspecting Fang who were pelted by the high velocity pellets while the soldiers popped up from behind the barriers and unleashed their guns in controlled bursts at the joints Marcus mentioned, snapping bones and causing a few Faunas without proper armour to fall to the ground while the ones with Aura withstood the blows with ease.

A loud beep distracted Winter slightly but Marcus had already changed the cameras as he took over the turrets that had now live ammo in their chambers. The 7.62mm Dust rounds thundered from the barrels, unleashing a new story on the Fang with their Aura unlocked, forcing them to take cover behind the barriers around the landing platform. Marcus didn't care for that as he focused the turrets on the three Bullheads that were trying to escape the firefight. The concentrated fire caused one of the engines on a Bullhead to explode, where it then pinwheeled into the water below. Another ship was riddle with bullets and smoke started to waft out from the engines while the third escaped with little trouble.  
"Delta squad, Ironwood is thirty seconds out from your position. Be prepared to open the door on my command." No verbal response was given but Winter could see Private Umbar nod to Marcus' words. "Open the door." Daniel wasted no time in spinning round to the panel and typed in a few buttons and the steel doors opened and Ironwood walked through, his twin pistols ablaze as the rounds slammed against a Faunas who decided to push forward. A burlier man jumped up and Ironwood was on him, his twin pistols barking with rapid fire as Atlesian soldiers and Knights came through the door, the soldiers stopping to pass rifles to the squads filed with live ammo before they all moved up and quickly surrounded the White Fang who were forced to surrender.

"Congratulations Marcus." Ironwood said over the comms in the room. "You and the recruits performed above the expectations set. I would be honoured to have you join the Atlesian Military."

"Thank you, General, for those kind words. Shall we discuss this more when you return?"

"We will. I'll see you both in fifteen minutes." The line went dead and Marcus pulled the ear piece off before looking to Winter.

"It looks like we'll be working together in the future, Miss Schnee."  
"I look forward to it." Winter said, giving the man a smile that was returned before the room descended into a comfortable silence.

* * *

"For years, you have been trained to become warriors. And today your abilities will be evaluated in the Emerald Forest." Ozpin said as he looked at the students lined up on the cliff edge on a number of launch pads.

"Now, I'm sure many of you have been hearing the assignment of teams." Glynda said, speaking from her position beside Ozpin. "Well, let's put an end to your confusion. You'll be given teammates... Today." Tiana thought she heard a slight groan from further up the line but ignored it.

"These teammates will be with you for the rest of your time here at Beacon. So, it is in your best interest to be paired with someone you can work well with." Ozpin said, taking another sip of mug before continuing. "That being said, the first person you make eye contact with when you land will be your partner for the next four years." This time, Tiana heard someone shout 'What?' in shock and she peered round Zarath and Sira to see it was the girl in red from the airship, the one who was to be the 'bee's knees'.  
"You will be monitored and graded for the duration of your initiation. But our instructors will not intervene. You will find an abandoned temple at the end of the path. Each pair must choose one and return to the top of the cliff. You will guard that item, as well as your standing and grade you appropriately. Are there any questions?" Tiana didn't have any as she slipped into a ready stance, her hands not straying far from the hilts of her swords. "Good, now take your positions." It was a few seconds later that Tiana was launched into the air at great speed and a smile drifted onto the Sith Apprentice's face.

It didn't take long before she slowly started descending into the forest and she pulled out her swords, the metal glinting harshly in the sunlight, before they latched onto a tree branch and she spun around, her momentum bleeding out as she went around the branch five times before landing on top of the wood in a crouch, her blades held defensively as she scanned the area for movement. Finding none, she flipped her swords up vertically before dropping to the ground gracefully, her body not even disturbing the leaves on the forest floor.

Staring around the area, she made a mental note of the four cardinal directions needed to transverse the forest before heading east, where the rest of the students were flung from. She could hopefully find a partner quickly if she moved.

"Heads up!" A feminine voice shouted and Tiana jumped away from her position as a silver haired teen landed in the spot she once occupied. She stood at five foot seven, two inches shorter than Tiana. Her skin was a healthy bronze and sapphire eyes shone beneath her bangs. She was garbed in a blue and white combat suit that clung tight to her body, showing off her lithe form and the muscles she possessed. Twin gauntlets rested on her forearms and ended with a sharp spike at the elbow and silver shin and knee guards were wrapped around her legs. On her back was a blue quiver filled with thirty arrows that were held in by a magnetic lock and an identical one in white was wrapped around her waist while her hands held a silver compound bow and her left eye was covered by a red lens aiming system but Tiana was able to see the gears in the weapon that proved it had a secondary form or forms. "I'm Artemis Shall. Guess we're partners now." Artemis said as she took in her partner.

Black robes that extended to her mid shin and was covered in designs of silver, making the robe an intricate work of art. Two pauldrons rested on her shoulder and had many scuff marks and a black chest plate glinted slightly in the lack of light. Under the robe was a red undershirt that clung tightly to her body if the defined muscles in her arms meant anything and two black arm guards were wrapped around her, along with metal plated gloves. The robe opened up as it went down to reveal a slit at the back and front that allowed her to walk easily and revealed the tight black trousers she wore and also the black boots. Then there was the twin swords the girl held. A metre long sword that curved up slightly with a serrated edge. Artemis didn't want to get hit by them if she could help it.

"I guess we are. Tiana Nox. Nice to meet you, Artemis." Tiana said, smiling to the girl and walking closer. "Shall we make our way to the temple. North is that way." She said, raising her left arm to the forest.

"Lead the way." Artemis said, sweeping her left hand to the trees. The two walked in silence for ten minutes, both noting the awkward silence that had descended between them.

"Okay, this is getting ridiculous. Ten minutes and we haven't said a single word to each other." Tiana said, looking at the archer who gave a shrug.

"What do you want to talk about? I'm open to suggestions."

"Where were you trained?"  
"Umbra Academy. Over in Vacuo. Graduated top of every class." Artemis replied. "And you?"  
"Taught by a Huntsman out in the field most of the time along with my two friends. They're around here somewhere." Artemis nodded hearing this, her eyes scanning the shrubbery with caution while she fingered the bowstring with an arrow ready to launch at a moments notice. "I'll show you them when we find them and deal with the pack of Beowolves on our left." Artemis was whirling around to the Grimm, pulling back the bowstring as Tiana ducked as the arrow sailed over head and struck a Beowolf and exploded in a ball of fire as the Dust reacted, injuring two Beowolves beside the original. Two steel tipped arrows landed in one of their eye sockets each, piercing their brains and killing them instantly.

Drawing her swords, Tiana spun them into a reverse grip before launching forward and slit the throat of two Grimm and lopped of the paw of a third before flipping back wards as three arrows passed underneath her and struck the Grimm in the chest, breaking through the bone armour as it fell on to its back, dead. Landing on the ground, Tiana let loose a telekinetic blast that rippled through the bushes and picked the Grimm of the ground as the Force flung them like rag dolls into trees or rocks, some breaking their bones and spines while other ran away from the pair of huntresses in training.

"Well, that was fun." Tiana said as she sheated her swords while Artemis just looked curiously at her.

"I'm guessing you just have a pair of swords for weapons?"  
"They combine at the hilts. Besides, its what I'm comfortably with, as a gun really doesn't match up to telekinesis when anything can be a bullet." Artemis just shrugged as she shrunk her bow into a knife, the bowstring being reeled into the hilt before the limbs of the bow acted as a guard.

"So that's what the wave was." Artemis said, looking at her partner with respect. "That is an OP semblance. All I got was phasing."  
"How the hell is phasing not OP?"  
"It only works on weapons where Dust isn't involved. Anything with Dust disrupts the phase." Tiana understood the girl's plight now. Nearly every weapon had Dust in it, making her Semblance near redundant.

"But you can use your Semblance to set up traps. Back yourself into a corner, drop some Dust and then phase through the wall and take no damage at all. That's a win in my books."

"True." Artemis gave a slight giggle at her partners explanation. "But it's quite annoying when I have to fight Grimm in the wild and can't do things like that."

"Point. Now that I think about it isn't all that OP except for sneaking around. Hey, we got your job down for the team. Spy master and support." Tiana said, giving the archer a smirk while the girl in question huffed. "Question. Can you use your weapons when phasing?"  
"Um... Yeah. The moment the arrow leaves the bow it becomes physical again."  
"So, you could lean through a wall, shot someone and then disappear and no one will know why an arrow just appeared from nowhere?" Artemis nodded at the question and Tiana stared hard at her. "It's an OP stealth Semblance then."

"Yeah, but you have a Semblance geared to fighting. Something I would have liked very much." Artemis pouted as she moved aside some branches and came across a ruined stone structure in the middle of the forest surrounded by trees and inside were multiple pedestals that seemed to be holding something on them.

"Well, I think we found it." Tiana said as she looked over her partner's shoulder.

"No, really?" Artemis replied sarcastically and Tiana flicked her forehead in good nature, causing both girls to giggle slightly. Exiting the underbrush, they walked to the temple and found that chess pieces of black and white lay on the pedastals, with some already missing.

"Looks like we weren't the first people here." Artemis said.

"No, really?" Tiana replied with a smirk that got a frown from the archer but there was a small smirk twitching at the corner of her mouth. "So, which one do we take?" Tiana asked while looking over the black pieces and noting that both bishops were still there to be taken. "How about a black Bishop?"  
"I have no problems with that." Artemis said and Tiana swept the piece of the pedestal, proudly displayed it to her partner who rolled her eyes before the game piece was pocketed.

"Hello~!" A cheerful voice called out and both girls turned to see a blonde with a rather generous bust walking to the temple while a black haired girl followed behind with a more subdued expression. "You been here long?"  
"No, we arrived about two minutes ago." Artemis said, nodding to the girls while Tiana smiled at them and removed her hands from the hilts of her weapons.

"Anyway, I'm Yang Xiao Long, resident badass of Patch. This is Blake Belladonna. Resident recluse. And you two are?" Yang said, dismissing Blake's lackluster glare.

"Tiana Nox. Resident telekinetic and sword expert."

"Artemis Shall. Archer extraordinaire and stealth master. At your service." Artemis said and bowed sarcastically to the two girls which got some laughter.

"So, do we just choose a chess piece?" Yang said as she and Blake inspected the ' _relics_ '.

"Yeah." Tiana said and sat on the small steps leading to the temple.

"Then what about a cute little pony?" Yang cheered, grabbing a white Knight piece from the pedestal. Blake rolled her eyes but smiled fondly at the girl.

"Sure. So what do we do now?"  
"Wait for a while, catch our breath and then go back to the cliffs as a group." Artemis said as she sat beside her partner with her bow in her lap and the other two joined them. They were all taking in the peace and quiet of the forest that surrounded them. It would be relaxing if they weren't in an Initiation. Then everything was shot to hell when a girl in a red cloak fell from the sky, the blonde Pyrrha was eyeing flew through the air while screaming and slammed into the young girl and directed both of them into a tree. A girl came in riding an Ursa with a black haired boy close behind who was panting. Then Pyrrha came through the trees shouting for someone named Jaune while a Deathstalker was a few feet behind her. Following closely behind was Sira and Zarath who had a King Taijitu behind them that was nipping at their heels and Weiss was holding onto the claws of a Nevermore while screaming at the small red clad girl who had apparently left her behind.

"Who the hell did we piss off?" Tiana asked aloud and she and the three other watched as the clearing that was once so peaceful descend into utter madness. The three girls remained silent as the students all ran over or fell to the temple while the Grimm held back and watched the twelve students. While still young, they were old enough to realise that the humans were threats to their survival in numbers.

"Hello Tiana, Sira, Zarath." Pyrrha said as she helped Jaune up from the ground after he 'saved' Weiss from the fall.

"Hey, Pyrrha. Where did you find a Deathstalker?" Zarath said, staring at the scorpion-esque creature in awe.

"In a cave." Pyrrha replied. "Where did you find a King Taijitu?"  
"In a clearing. Eating some rabbits." Sira replied as she drew her twin pistols while Zarath drew her sword from it's sheathe and held it tightly in her right, the black blade sparking with Force Lightning.

"Where did the Nevermore come from?" Ren asked, staring at the avian creature.

"Weiss and I used it for transport here." Ruby said and everyone knew why the Grimm was so angry. It was used as a ride. Anyone would be angry.

"We can't fight them here." Tiana spoke up. "Pick a piece and get ready to run to the left." She ordered, sheathing her weapon but keeping her gaze pinned on the Grimm. "When I give the signal, get ready to run." Sira and Zarath didn't argue as they quickly swiped up the second black bishop while Ruby took the white Knight and Jaune and Nora took the white Rook. When Tiana felt everyone was ready, she took a ready stance for a Force Blast, her left foot moving back so she was side on while her hands formed a rough ball shape, with the palm of her hands pointing in. Then with a mighty push, the Force answered her call as she shoved forwards and the Force rippled across the land in a pale blue wave, picking up loose stones and twigs that peppered the two land based Grimm and even picked them up slightly and moved them ten feet back.  
"Move!" Sira shouted as she and Zarath led the charge to the left of the clearing and the rest soon followed after the two girls, dodging the feather arrows of the Nevermore as they went. Although, Jaune seemed to be struggling slightly with his armour and shield weighing him down slightly but when he tanked the Nevermore arrows that were coming at him surprised the three Sith apprentices. The shield's paint job didn't even scratch. What the hell did the Arc's make their weapons from to survive an arrow going two hundred miles an hour? What did they make paint from if it didn't even scratch?

"Where are we even going?" Weiss shouted to the two girls leading the pack. "The cliffs are in the other direction!"  
"And do you really think they'll just stop chasing us the moment we get to the cliffs?" Sira shouted as she vaulted over a log. "The Nevermore would pelt us while we climbed, the Taijutu would be snapping at us and the Deathstalker would be slamming its tail into the cliff to make us lose our balance. We need to kill or lose them before we get up the cliff." Wiess 'hmphed' at the girl but didn't say anything as the twelve ran through the forest with the Grimm following behind.

It wasn't long until they reached ruins near another cliff with two battlements running parallel to each other and leading to an old caste that stood in the middle of a chasm. And the Nevermore had taken residence on top of it and roared a greeting as the teens arrived in the clearing and took cover behind the pillars.

"Everyone take a Grimm." Pyrrha said as she readied her spear. "Jaune and I will take the Deathstalker seeing as we brought it."  
"We'll fight with you." Nora said as she shifted her hammer into a grenade launcher and Ren grabbed his pistols.

"Tiana and I can take the King Taijitu with Sira and Zarath." Artemis said as the dagger shifted back into a bow.

"Then that leaves us with the Nevermore." Blake said, a sigh escaping her lips as she stared at the black bird. "If we finish with one, help another out if you're able." The teens all nodded before going their separate ways. Tiana, Sira, Artemis and Zarath jumped onto the ramparts and ambushed the King Taijitu as it passed while the Deathstalker passed by, focusing on the blonde that grabbed its stinger earlier while the Nevermore focused on the two that had ridden on its back.

"So, how we doing this?" Artemis questioned as she jumped backwards, firing an arrow which exploded in a shower of ice mid way through the air and struck the large snake with icicles.

"We're going have to split the attention of each head. Zarath and Sira, take the white head. Artemis and I will take the black. Also, Sira, link us up." Sira nodded sharply at the bluenette's words and closed her eyes and delved into the Force to create a mental network between the four of them.

 _"Everyone here me?"_ Sira thought through the link.

 _"This is trippy."_ Artemis thought back.

 _"That's Sira's Semblance. Mental communication. It may seem weird first time back it will wear off."_ Zarath thought back as she rolled away from the white snake head and brought he sword up in an arc that sliced a thin line into its lower jaw, causing the head to retreat slightly. _"Useful for keeping enemy combatants from hijacking scroll calls."_ Artemis silently agreed with the statement as she jumped over the snake head as it tried to sweep her feet out from under her. _"Sira, keep the white distracted. Artemis, same with the black."_ Tiana ordered and Artemis did just that as she fired three explosive fire arrows at the Grimm which exploded on contact with the mask. The Grimm screamed in anger as it thrashed its head about to clear the smoke covering its vision and Tiana moved. Empowering her muscles with the Force, the Sith apprentice streaked across the land in a blur of black and then leapt into the air and spun, creating a whirlwind of black steel that sliced through the muscle of the snake and drew black blood that evaporated when it hit the grass. Then she was in the air again, this time above its head and was coming down on the Grimm's head. With a mighty roar and some Force Lightning, she plunged her two swords into the heads and straight into the brain, severing the connection of the spinal cord and sending electric shocks around its skull. Without even a final roar, the black head of the King Taijitu fell to the ground dead.

The white head roared in anger as its brother died but the roar was cut short as Zarath's blade came upwards in a vertical slash that split the lower jaw in two while Sira fired several Dust rounds straight into the snake's mouth, the bullets exploding into ice, fire, earth spikes or burst of wind within the mouth. And while it did injure the Grimm, it wasn't enough to kill it.

"This isn't working." Zarath muttered as she dived to the left to avoid the bull rush the snake head tried.

 _"Kinda figured that."_ Sira said in her friend's head as she reloaded her pistols.

 _"Need some help?"_ Artemis asked over the mental link, notching an arrow for use.

 _"Nope, we've got it."_ Zarath replied as she cartwheeled away from a sweep before moving in again with Sira close behind firing Dust rounds at is mouth. When Zarath was in position, she stabbed her sword through the body of the Grimm and was rewarded with a spurt off black blood covering her completely, which slowly started to evaporate, then with a downwards tug, Zarath cut a long gash down the snake's body before raising her left hand and an storm of Force Lightning sprung from her fingertips and into the exposed Grimm, frying its nerves and causing the Taijitu to thrash about wildly even as its insides were destroyed. With a pathetic growl, the white head of the Grimm collapsed to the ground and the body of the Grimm rapidly evaporated.

"Well, that was fun." Zarath commented as she spat black blood to the ground.

"Not exactly what I'd call fun." Artemis said as she turned to the other teams where she seen the four taking on the Deathstalker were staring at the cliff face where the last group where dealing with the Nevermore with Ruby Rose dragging the Grimm up the cliff with her scythe and the use of Weiss' glyphs. The three apprentices eyes narrowed slightly at the young master was going to need to know about this new development.

* * *

Darth Phoenix stared out at the deserts of Vacuo, his arms crossed over his chest as he watched as the veteran Stormtroopers set up the perimeter guns on the rock outcrop facing the factory while the newest members watched them intently, taking in the construction process with great concentration.

"How do we fare for the attack?" Phoenix asked one of his Sith Warriors standing beside him.

"We have three hundred Stormtroopers from the fleet, all armed. The ex White Fang makes that four hundred, wearing their new armour and also armed with our surplus weapons. We have two hundred X-two droids at the base of the outcrop, and fitted for the desert. Scouts have reported back and have gave us their numbers that are at seventy five, the majority armed with rudimentary blades and only twenty seem to be armed with rifles."

"Anything else of note?"

"The main factory is divided into three sections. Repair, dismantling and storage. All the droids seem to be unable to operate with how much the Fang have stripped them for spare parts. And the ammunition and Dust takes up a third of the factory and is guarded by ten wielding rifles and is in a separate portion of the factory while their is a separate building for the workers to rest." Phoenix nodded at the Warrior's words.

"Then we are ready for the attack. Take half the men and form a position on the dunes. Kill any that try to escape from the warehouse. I will lead the attack from the north. When it is done, I shall comm you to bring everyone in."

"Of course, my lord." The Warrior said, bowing to the Sith before walking away and issuing orders to the men who instantly began to move in formation. Phoenix was glad that they had went over the plan and organised the Fang before leaving Vytal, otherwise this would have been a complete mess.

Soon, the four hundred troops were on the ground and moving across the desert sand in three units. Phoenix was taking his one hundred Stormtroopers and Sith Warriors one hundred metres around the west while Aqua was taking the Fang around the east and they'd meet at the north while one of his Warriors would command the droids and the other two hundred Stormtroopers who were in a crescent formation across the dunes.

It took twenty minutes until all the units were in position and by then midnight had hit the desert as cold blasts of air rippled across the land and caused many to shiver. Except the Sith Lord who stared impassively at the warehouse.

"Serra squad. We are in position. You are clear to begin the bombing run." Silence descended over the desert before high pitched screeching filled the desert air as five TIE Interceptors came down from the sky at close to Mach speed, flying over the warehouse from the north and sending their payloads of proton torpedoes screeching down into the warehouse.

The plasma missiles easily carved through the metal building and exploded within the warehouse, blowing out windows as fire spewed from them, along with the screams of Faunas. Phoenix didn't give an order as he charged forward, imbuing his body with the Force to strengthen his muscles, the Sith Warriors following their Lord's example and charged after him with the Faunas and Stormtroopers following at a more subdued pace across the dunes.

Fifteen metres from the factory, Phoenix jumped high into the air and called his lightsabers to his hands, igniting the orange blades and slashing an X across a window which shattered upon contact and by quickly spinning, Phoenix cut through the leg of a bear Faunas before his second blade found home in the man's chest, cutting through his heart. Phoenix yanked the blade free of the body before throwing it in an arc to the Faunas still on the path, the plasma blade slicing clean through five necks of various species of Faunas before he called it back through the Force as the Sith Warriors blew done the gate holding his forces out, slamming into some unfortunate White Fang grunts.

"Show them your power!" Phoenix shouted over the railing to the Faunas who instantly began to shot down their own kind with ruthless efficiency, despite the fact that just over twenty four hours ago, they were allies in the fight. Just goes to show how fickle some people truly are. "Show them you won't be oppressed anymore!" Orders given, Phoenix walked to the overseers office in the middle of the warehouse and he could feel the leader's fear through the Force. It was so intoxicating.

Raising his hand, the Sith Lord let loose a Force blast that reduced the door to kindling and he could hear someone squeal in fright while another roared in rage. Stepping into the office, Phoenix took into account the scantily clad rabbit eared teen on a ratty couch while an obese male cat Faunus stood above her with his trousers being the only thing keeping his modesty intact.

"Who the fuck do you think you are coming here and challenging me?" The Faunas roared out as he fumbled to put on a shirt while his face was red from the exertion of just shouting and his previous 'activities'.

Darth Phoenix was hardly impressed with the White Fang and their leadership if they made such an incompetent man the leader of this warehouse.

"I'm Darth Phoenix. The new owner of this fine establishment. So, please, do me the favour of dying." The Sith Lord said as he raised his fist and crushed the man's windpipe with ease.

The rabbit girl let out a squeak of fear and shuffled away from the dark form of the intruder who had saved her from an unfortunate fate. Phoenix spared the girl a look before pressing a button on his gauntlet. "Captain Kelly, please come up to the overseer's office. There is someone you will have to care for." Phoenix didn't give Aqua a chance to respond as he cut the communication and used the Force to rip off a crimson curtain and offered it to the girl to cover herself up.

"What did you need me for, milord?" Aqua asked before her eyes set on the Faunas girl who was wrapped in a curtain and a cat Faunas was laying dead on the ground close by. "Ah, I see."

"She is under your protection for now. No man is allowed close to her without either you there or some women. That includes me." Phoenix ordered his captain who gave a sharp nod as the Sith walked out of the room, dragging the dead body with him which he dumped over the railing and Phoenix could just hear Aqua offering soothing words to the scared girl.

"Ajax, report." The tallest of the Warriors snapped to attention and turned to the Sith Lord before he bowed on one knee.

"The factory was taken without any casualty on our side. Fifteen Faunas surrendered and Fyre is currently interrogating them for information. On quick inspection, there seems to be a recorded amount of fifty tonnes of Dust and seventy cache of ammunition along with ten caches of weapons."

"And the droids? What are they like?"

"The Fang have a recorded amount at this moment of having five hundred intact AK- one thirty models and possess five prototype models of the Atlesian Paladin. We haven't tested them yet, waiting your orders, milord." Ajax said, his gaze never once wavering during the conversation.

"Very good. Where is Fyre with the survivors?"

"In the basemen,t milord. They seem to have kept prisoners there. Human and Faunas." Phoenix spared a look to the Faunas Stormtroopers who were leaking murderous intent at the fact their own kind had been beaten and killed like the Humans they once despised greatly. By the very group they once respected. The Sith actually felt sympathy for the species.

"When Fyre is done, tell her to report to me and you kill the survivors and dump all the dead bodies throughout the desert fifteen miles from this location in all directions. Strip them off their uniform and any form of recognition. Teeth, finger prints, hair. Everything. I don't want some nosy Hunters poking their heads into our operations so quickly." Ajax nodded as the Sith Lord turned away from him and went over to the Stormtroopers who were handling the Dust records. "What are the specifics we possess?" The three soldiers jumped in slight surprise before turning and saluting the Sith and Phoenix was intrigued to notice that two of the soldiers were Faunas, a white haired, tiger eared man and a reptilian eyed women.

"Sir, records of the Fang show that we possess ten tonnes of grade S Fire Dust, ten tonnes of grade S Lightning Dust and ten tonnes of grade S Earth Dust and we have five tonnes of grade S Ice Dust. Then there is five tonnes of grade A fire Dust and grade A Ice Dust." Phoenix nodded at the only human Stormtrooper's report and smiled outwardly at the premium quality Dust.

Forty tonnes of Grade S Dust was the best of the best, more than likely mined from a Schnee Quarry and refined to pure perfection. The grade A was also useful in the amount they had available to them.

"Good. Excellent, in fact. I'll call more transport ships to begin the loading of the Grade S Dust to the Quantum for storage. The Grade A Dust we can sell five tonnes of the ten, two and a half tonnes of each Dust, to get some money flowing in. You three are to oversee this venture. Do not mess up." The three soldiers nodded at the growled out order, all three imaging what would happen to them if they failed the Sith.

"You wished to speak with me, milord?" A voice said behind the Sith and the Darth turned to take in the red cloaked woman behind him.

"Fyre. What did you learn from your new friends?"

"This warehouse was one of their major storage houses in the Vacuo region, but because of its size and location, supply runs only come this way every two months. The last one was just yesterday, so we have two months before someone will come here and we'll be long gone. The closer we get to the Vale-Vacuo border, the supplies come more frequently as less is given." Phoenix nodded at the information the woman was giving him, silently glad for his decision to take Vacuo first.

"Good. We move to the next warehouse at daybreak. Tell everyone to get some sleep. They all deserve it. And have the X two droids set up as sentries for the night." Phoenix said as he walked towards the overseer's office, prepared to take it as his sleeping quarters. That hope was dashed when he seen Aqua sitting in the leather chair the man had behind his desk, wrapped in the curtain and cradling the now sleeping rabbit Faunas. The two looked at each other before Phoenix nodded and shut the door behind him. The Lieutenant's office would have to do. Besides, the Lieutenant probably had more information on what the White Fang were doing here than the cat he had killed earlier. And if things kept going this good, well...

This was going to be easier than he expected.

* * *

 **Well, I hope everyone enjoyed the new installment. Now, I have exams coming up in a month so everything now is going to be full throttle to that. I will not be updating any of my stories until mid June when my exams end. Just giving everyone a very early notice before everyone jumps me and demand I update.**

 **If there is anything I can do to improve my writing style, let me know and I'll try my best to correct it.**

 **Anyway, please review or message me.**

 **Mad Man in the Flesh out.**


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